SOFTWARE LICENSE AGREEMENT – BLACKBOX FORENSICS
IMPORTANT — PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY
BlackBox Forensics offers the Blackbox computer forensics tool for use in connection with the collection and preservation of
electronically stored information. BlackBox Forensics does not control and therefore makes no representations and
warranties regarding the content of the targeted information, files, or computer hard drive, and makes to representations
regarding the legality, quality, merchantability, or fitness for a particular purpose of this tool for use in connection with any
THIS IS A LICENSE, NOT A SALE. THIS PRODUCT IS PROVIDED UNDER THE FOLLOWING LICENSE WHICH
DEFINES WHAT YOU MAY DO WITH THE PRODUCT AND CONTAINS LIMITATIONS ON WARRANTIES AND/OR
This License Agreement (“Agreement”) is a legal agreement between you (“You” or “Licensee”) and BlackBox
Forensics(“Licensor”) for use and sublicense of the computer forensics tool, which may include accompanying printed or
electronic documentation (“Blackbox Forensics Product”). This Agreement represents the entire agreement concerning the
Blackbox Forensics Product between You and Licensor, and it supersedes any prior proposal, representation, or
understanding between the parties.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE BLACKBOX
TERMS AND CONDITIONS
Licensor provides You with a non-exclusive, non-transferable, materially limited right to sublicense the Blackbox Forensics
Product to third-parties which operate in the consistent with the terms and conditions of this Agreement and grants You a
non-exclusive, non-transferable, personal, limited right to access and use the Blackbox Forensics Product according to the
terms and conditions of this Agreement. You represent and warrant that You will use and sublicense the Blackbox Forensics
Product only for lawful and legitimate business purposes and otherwise in accordance with this Agreement. Each
sublicense shall be limited to a single use of the Blackbox Forensics Product in connection with a single unique computer
hard drive identified through a volume serial number. Sublicensees are solely responsible for installing and maintaining the
equipment and other hardware and software necessary to use the Blackbox Forensics Product. In consideration of the
rights granted herein, You shall pay Licensor the fee(s) specified on the website, http://blackboxforensics.com. The terms
of this agreement shall take effect beginning on the Activation Date (“Activate Date”), the date that you sign up as a reseller
of the BlackBox Forensics Product.
2.0. License Restrictions
2.1. You shall ensure all third-parties receiving the Blackbox Forensics Product (the “Customers”) enter into a written
agreement agreeing to use the Blackbox Forensics Product only as contemplated by this Agreement and to comply
with applicable laws and regulations.
2.2. You represent and warrant that all of Your Customers’ uses of the Blackbox Forensics Product shall be for only
lawful and legitimate purposes and otherwise as governed by the Agreement. You shall maintain a record or log of
all Customers receiving the Blackbox Forensics Product and the purposes stated for Customers’ use of the product.
You shall not and shall use best efforts to ensure Your Customers do not use the Blackbox Forensics Product for a
purpose not specified by Customer or not otherwise authorized in this Agreement. You agree that if Licensor
determines or reasonably suspects that You are violating any provision of this Agreement, or any of the laws,
regulations, or rules governing use of the Blackbox Forensics Product or as described herein, Licensor may deliver
written notice thereof to You describing such suspected violation and You agree to promptly respond to such notice.
If such suspected violation is occurring and You are unable to remedy such violation using commercially reasonable
efforts within twenty-four hours it shall constitute a material breach of this Agreement and Licensor may take
immediate action, including terminating the delivery of, and the license to sublicense, the Blackbox Forensics
Product. You acknowledge that breach of this provision would result in irreparable harm to Licensor.
2.3. You may not:
2.3.1. use the Blackbox Forensics Product except as permitted in this Agreement;
2.3.2. translate, reverse engineer, decompile, or disassemble the Blackbox Forensics Product except to the
extent the foregoing restriction is expressly prohibited by applicable law;
2.3.3. rent, lease, assign, or transfer the Blackbox Forensics Product;
2.3.4. sublicense a right to use the Blackbox Forensics Product to Customers in connection with more files or
hard drives than that associated with a single unique volume ID; or
2.3.5. redistribute, sell or publish the files included within the Blackbox Forensics Product except in accordance
with the terms of this Agreement.
2.4. You may not use the Blackbox Forensics Product in a manner that:
2.4.1. violates or infringes the rights of any persons, including without limitation, rights in copyrights, patents,
trademarks, service marks, trade secrets, rights of privacy or publicity, or other proprietary rights;
2.4.2. is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or
criminal liability under U.S. or international laws;
2.4.3. includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties;
2.4.4. You know (or reasonably should know) is false, deceptive or misleading;
2.4.5. is intended to extract information that could be used for identity theft purposes, such as social security
numbers, credit card, bank account or other financial information, driver’s license numbers, security codes
2.4.6. is designed to circumvent technological measures employed to control access to, or the rights in, a work
protected by the copyright laws of any jurisdiction; or
2.4.7. violates any applicable local, state, national, or international laws.
2.5. You agree to indemnify, defend, and hold harmless Licensor, its parent, subsidiaries, affiliates, and their respective
officers, directors, shareholders, employees and agents from and against any and all claims, liabilities, expenses
(including attorneys’ fees) and damages arising out of claims resulting from Your use or sublicense of the Blackbox
Forensics Product, including without limitation, claims arising out of information or content gathered and preserved
by You, the violation of a third party’s intellectual property or other rights, the uploading of any harmful code or
properties, or any other claims alleging facts that if true would constitute a breach by You of the terms and conditions
of this Agreement. Licensor reserves the right to assume the exclusive defense and control of any matter otherwise
subject to indemnification by You, and in such case, You agree to cooperate with Licensor in defense of such claims.
3.0. Term and Termination
The term of the license shall be for a period of one year beginning on Activation Date, unless earlier terminated in
accordance with the terms of this Agreement, and shall thereafter automatically renew for additional one (1) year terms
(“Renewal Term”) unless written notice of intent to not renew is provided by either at least thirty (30) days prior to the
expiration of the Term or any Renewal Term.
Notwithstanding any other term in this Agreement, (a) Licensor may terminate this Agreement without cause by providing
thirty (30) days’ advance written notice to You; (b) Licensor may unilaterally terminate this Agreement immediately, or take
any lesser action Licensor believes is appropriate including pursuant to the terms above, or Your failure to pay all
undisputed monies due to Licensor within thirty (30) days of receipt of an invoice from Licensor; and (c) You may terminate
this Agreement for Licensor’s uncured breach of its material obligations hereunder.
Except as otherwise provided herein, Licensor retains all right, title and interest in the Blackbox Forensics Product,
associated software, updates, and any associated documentation and any copies thereof. Except as otherwise expressly
granted in this Agreement, no license, right or interest in any Licensor trademark, copyright, trade name, or service mark is
5.0. Fees and Payment Terms
Licensee shall pay (or cause a mutually agreed upon third party to pay) Licensor the fees specified by Licensor. Licensor
may provide customization services as Licensor resources are available, at an hourly rate of $250.00 USD /hr. plus any
expenses incurred. You shall reimburse Licensor for all reasonable travel and out-of-pocket expenses actually incurred and
documented by receipt by Licensor in conducting customization services at Your site.
6.1. Except as otherwise provided herein, Licensor warrants that it has title to and/or the authority to grant licenses of the
Blackbox Forensics Product.
6.2. THE WARRANTY ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS
OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THE BLACKBOX FORENSICS PRODUCT IS PROVIDED “AS IS.” TO THE EXTENT
PERMITTED BY LAW LICENSOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
WARRANTIES OF TITLE AND NON-INFRINGEMENT.
6.3. LICENSOR MAKES NO GUARANTEES, WARRANTIES, REPRESENTATIONS OR THE LIKE, WHETHER
WRITTEN OR ORAL, EXPRESSED OR IMPLIED THAT THE BLACKBOX FORENSICS PRODUCT WILL BE UPTO-
DATE, ERROR FREE, OPERATE IN AN UNINTERRUPTED MANNER, BE FAIL SAFE IN ANY PARTICULAR
APPLICATIONS OR ENVIRONMENTS IN WHICH IT MAY BE INSTALLED, OR BE COMPATIBLE WITH
CURRENT OR FUTURE PRODUCTS OR ENVIRONMENTS.
7.0. Default and Termination
7.1. Licensor may terminate this Agreement immediately upon written notice to Licensee if Licensee fails to perform any
material obligation under this Agreement.
7.2. The parties’ rights and obligations with respect to the fees and payment terms, ownership, limitation of liability,
attorney’s fees, and governing law provisions of this Agreement shall survive termination of this Agreement.
8.0. Limitation on Damages
8.1. LICENSOR’S LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT IS LIMITED TO THE LICENSE FEES
PAID TO LICENSOR FOR THE BLACKBOX FORENSICS PRODUCT AND DOCUMENTATION. UNDER NO
CIRCUMSTANCES AND UNDER NO LEGAL THEORY WHETHER IN TORT, CONTRACT OR OTHERWISE
SHALL LICENSOR BE LIABLE TO YOU OR ANY OTHER THIRD-PARTY INCLUDING ANY SUBLICENSEE FOR
ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER
INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER
FAILURE OR MALFUNCTION OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF
LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM
BY ANY OTHER PARTY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY
NOT APPLY TO YOU.
9.0. U.S. Government Rights
9.1. With respect to any use of the Blackbox Forensics Product by or for any unit or agency of the United States
Government (the “Government”), the product shall be classified as “commercial computer software”, as that term is
defined in the applicable provisions of the Federal Acquisition Regulation (the “FAR”) and supplements thereto,
including the Department of Defense (DoD) FAR Supplement (the “DFARS”). The Blackbox Forensics Product was
developed entirely at private expense, and no part of the Blackbox Forensics Product was first produced in the
performance of a Government contract. If the Blackbox Forensics Product is supplied for use by DoD, the Blackbox
Forensics Product is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS
227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013
(c)(1)(ii)(OCT 1988), as applicable. If Blackbox Forensics Product is supplied for use by a Federal agency other than
DoD, the Blackbox Forensics Product is restricted computer software delivered subject to the terms of this
Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. Use, duplication,
or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in
Technical Data and Computer Software Clause at 252.227-7013.
10.0. Security, Back-Up and Availability
10.1. While Licensor has taken commercially reasonable precautions to insure that the targeted electronically stored
information that is gathered and preserved using the Blackbox Forensics Product is sufficiently accurate and
comprehensive, Licensor cannot guarantee complete accuracy or comprehensiveness in duplication because,
among other reasons, certain electronically stored files cannot be duplicated and because uninterrupted Internet
connectivity during duplication cannot be guaranteed. You are strongly encouraged to refer to and to direct
sublicensees to the “targeted collection” results to determine the limitations of a particular data collection. Licensor
is not responsible for the loss or corruption of data or the malfunction of the Blackbox Forensics Product.
10.2. You are strongly encouraged to maintain and to direct sublicensees to maintain back-up copies of the data capture
“image” generated using the Blackbox Forensics Product in accordance with this Agreement.
10.3. The availability of the Blackbox Forensics Product depends on many factors, including some factors that are beyond
Licensor’s control, such as a connection to the Internet and the Internet infrastructure. Licensor shall not be liable to
You under theories of contract, product liability, or other legal theories as a result of Your inability to access or use
the Blackbox Forensics Product due to any reason.
11.0. Audit Rights.
11.1. Licensor will have the right, at its sole cost and expense, to audit Your operations specific to, or in respect of, using
or sublicensing the Blackbox Forensics Product once every twelve (12) months during normal business hours to
assure compliance with the terms of this Agreement by providing at least ten (10) days’ prior written notice to You.
You will provide reasonable cooperation, and will be responsible for assuring cooperation by its employees in
connection with such annual audits. You will provide Licensor access to such properties, records and personnel as
Licensor may reasonably require for such purpose during regular business hours. All information and other
materials obtained by Licensor in connection with such audits shall be deemed confidential information hereunder.
12.1. This Agreement shall constitute the complete and exclusive agreement between You and Licensor, notwithstanding
any variance with any purchase order, invoice, exhibit or other written instrument submitted by You or Licensor. The
acceptance of any purchase order You place is expressly made conditional on Licensor’s consent to the terms set
forth herein. The terms and conditions contained in this Agreement may not be modified except in a writing duly
signed by You and an authorized representative of Licensor. If any provision of this Agreement is held to be
unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable,
and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining
provisions hereof under all circumstances.
12.2. This Agreement shall be governed and construed under the laws of the Commonwealth of Kentucky, excluding its
conflict of law rules.
12.3. You agree to attempt in good faith to resolve any dispute first by direct negotiation with Licensor and then, if that is
not successful, by mediation with a neutral third-party mediator acceptable to Licensor. Mediation expenses will be
shared equally between You and Licensor.
12.4. All notices to Licensor shall be in writing and sent by first class mail, overnight courier, or transmitted by facsimile
and confirmed by mailing, to BlackBox Forensics, P.O. Box 6546, Louisville, Kentucky 40206[asc1] and a copy to
Stites & Harbison, PLLC, Attention: Counsel for AC Ingenuity/Blackbox, 400 West Market Street, Suite 1800,
Louisville, Kentucky 40202, or such other address as Licensor may indicate by at least ten (10) days prior written
notice to the other party. Copies of notices to Licensor must be sent to Licensor’s counsel in order to be effective
against Licensor. Notice shall be deemed to have been given upon personal delivery (in the case of overnight
courier or facsimile) or five (5) business days after being sent by first class mail.
12.5. All notices to Licensee shall be in writing and sent by first class mail, overnight courier, or transmitted by facsimile
and confirmed by mailing, to the address indicated on the first page of this Agreement. Notice shall be deemed to
have been given upon personal delivery (in the case of overnight courier or facsimile) or five (5) business days after
being sent by first class mail.
12.6. Licensee may not assign this Agreement (by operation of law or otherwise) without the prior written consent of
Licensor. Any prohibited assignment shall be null and void. The foregoing notwithstanding, upon written notice to
Licensor, Licensee may assign, or otherwise transfer this Agreement to the surviving entity as a result of a merger,
acquisition or reorganization of all or substantially all of Licensee’s assets or stock provided such entity is
not deemed by Licensor to be a direct competitor of Licensor and agrees in writing it will be bound by the terms and
conditions of this Agreement.
12.7. The parties acknowledge that the Blackbox Forensics Product software is or may be subject to regulation by
agencies of the U.S. Government, including the U.S. Department of Commerce or Department of Defense,
prohibiting the export or diversion of certain technical products to certain countries.
12.8. The parties acknowledge that the Software may include software licensed by Licensor.
12.9. The parties will perform their obligations hereunder as independent contractors. Nothing contained in this
Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and
agent or master and servant between the parties. The parties acknowledge that any and all rights not expressly
granted pursuant to this Agreement are reserved to the respective party and that neither party will have any right,
power or authority to obligate the other to any contract, term or condition.
13.0. Changes to Terms
13.1. Licensor may, at any time and in its sole discretion, modify, add or delete provisions in this Agreement. You are
responsible for regularly reviewing the terms and conditions of this Agreement. If You object to any such
modifications, additions or deletions, Your only recourse is to terminate this Agreement and to refrain from any and
all use of the Blackbox Forensics Product. Your continued use of the Blackbox Forensics Product following such
modifications, additions, or deletions shall constitute Your review and acceptance of and agreement to such
modifications, additions or deletions.